NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of PennCorp Financial Group, Inc. (the "Company") will be held on May
21, 1998 at 10:00 A.M., local time, at 3 Bethesda Metro Center, Bethesda,
Maryland 20814 for the following purposes:

1. To elect three Class III directors to hold office until the 2001
annual meeting of stockholders and/or until their respective successors are
elected and qualified;

2. To ratify the selection of KPMG Peat Marwick LLP ("KPMG") as the
Company's independent auditors for 1998;

3. To approve an amendment to the Company's 1996 Stock Award and Stock
Option Plan; and

4. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on April 8, 1998, as
the record date for determining the stockholders entitled to notice of, and to
vote at, the meeting or any adjournment thereof. A list of such stockholders
will be maintained at the offices of PennCorp Financial Inc., 3 Bethesda Metro
Center, Bethesda, Maryland 20814, during the ten-day period prior to the date of
the meeting and will be available for inspection by stockholders, for any
purpose germane to the meeting, during ordinary business hours.

You are cordially invited to attend the Annual Meeting. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING IN PERSON, PLEASE DATE AND SIGN THE ENCLOSED PROXY
CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IN THE EVENT A STOCKHOLDER
DECIDES TO ATTEND THE MEETING, THAT STOCKHOLDER MAY REVOKE A PREVIOUSLY GIVEN
PROXY AND VOTE IN PERSON.